Many business owners assume that a delayed ROC return costs only a small fine. In practice, the cost grows every single day, and after a point it puts the directors and the company itself at risk.
This article explains exactly what you pay for late ROC filing, what else can go wrong, and how to clear pending returns.
Two Separate Costs of Late Filing
A delay in ROC filing has two distinct financial consequences. Most people know only the first.
| Type | What It Is | When It Applies |
| Additional fee | Late fee paid on the MCA portal while filing the form | Automatically, from the first day of delay |
| Penalty | Amount imposed on the company and its officers through adjudication by the ROC | When the ROC issues a notice for default |
Additional Fee for AOC-4 and MGT-7
- The additional fee is ₹100 per day of delay, per form.
- There is no maximum limit. The fee keeps running until the form is filed.
- It applies separately to AOC-4 and MGT-7/MGT-7A.
What the delay actually costs:
| Delay | AOC-4 | MGT-7 / MGT-7A | Total Additional Fee |
| 30 days | ₹3,000 | ₹3,000 | ₹6,000 |
| 90 days | ₹9,000 | ₹9,000 | ₹18,000 |
| 180 days | ₹18,000 | ₹18,000 | ₹36,000 |
| 1 year | ₹36,500 | ₹36,500 | ₹73,000 |
| 2 years | ₹73,000 | ₹73,000 | ₹1,46,000 |
These amounts are over and above the normal filing fee, and they are for one financial year only. A company with two or three years pending pays this for each year.
Penalty on the Company and Directors
| Default | Section | Penalty on Company | Penalty on Officers in Default |
| Financial statements (AOC-4) not filed | 137(3) | ₹10,000 plus ₹100 per day of continuing default, up to ₹2,00,000 | ₹10,000 plus ₹100 per day, up to ₹50,000 each |
| Annual return (MGT-7) not filed | 92(5) | ₹10,000 plus ₹100 per day of continuing default, up to ₹2,00,000 | ₹10,000 plus ₹100 per day, up to ₹50,000 each |
| AGM not held | 99 | Up to ₹1,00,000 plus ₹5,000 per day of continuing default | Same |
Relief for smaller entities: Under Section 446B, small companies, start-ups, OPCs and producer companies are liable to half of the specified penalty, subject to prescribed caps.
Consequences Beyond Money
1. Director disqualification
- If a company does not file financial statements or annual returns for three continuous financial years, its directors are disqualified under Section 164(2).
- A disqualified director cannot be appointed or reappointed in that company or any other company for five years.
2. Strike-off of the company
- The ROC can initiate strike-off under Section 248 against companies that are not carrying on business and are not filing returns.
- Once struck off, the company’s bank accounts are frozen, and revival requires an application to the NCLT.
3. Day-to-day business problems
- Banks and NBFCs check the MCA master data before sanctioning loans. A non-compliant status delays or blocks funding.
- Investors and large customers run the same check during due diligence.
- The company cannot file several other forms until annual filings are up to date.
- Closing the company voluntarily also requires pending returns to be filed first.
How to Regularise Pending ROC Returns
- Check the current status. Review the MCA master data for the last AGM date, last balance sheet date and company status.
- List the pending years. Identify every year for which AOC-4 and MGT-7 are outstanding.
- Complete accounts and audit for each pending year, in order.
- Hold the pending AGMs and prepare the notices, minutes and Board’s reports.
- File the forms year by year with the additional fee.
- Consider compounding or adjudication where a notice has already been received.
- Watch for MCA relief schemes. The MCA has, at times, announced one-time schemes reducing additional fees. Do not wait for one, since the fee keeps accumulating.
Should You File or Close the Company?
| Situation | Usually Better Option |
| Company is active or will be used in future | File pending returns and stay compliant |
| Company never started business and has no assets or liabilities | Evaluate strike-off through Form STK-2 |
| Company is dormant but holds assets or licences | Regularise, then consider dormant status |
The right answer depends on the number of years pending and the company’s future plans. A short review of the numbers usually makes the decision clear.
Pending ROC Returns? Talk to Daily Filing Before the Fee Grows Further
Every day of delay adds ₹200 to your bill across the two forms. Daily Filing, Jaipur helps companies clear pending ROC filings for one year or several, including accounts, audit, AGM paperwork and form filing, and advises whether to regularise or close.
Get a free consultation and a clear estimate of your total liability before you decide. Book Your Free Consultation | +91-8561808227 | info@dailyfiling.com
Frequently Asked Questions
1. What is the late fee for ROC filing?
The additional fee for AOC-4 and MGT-7/MGT-7A is ₹100 per day of delay for each form, with no upper limit. This is payable in addition to the normal filing fee.
2. Can a director be disqualified for not filing ROC returns?
Yes. If a company fails to file financial statements or annual returns for three continuous financial years, its directors are disqualified for five years under Section 164(2) of the Companies Act, 2013.
3. Can the late fee for ROC filing be waived?
The additional fee is charged automatically by the MCA system and cannot be waived on request. Relief is available only when the MCA announces a specific scheme or extends the due date.
